Disney vs Marvel Villains War
by GAvillain
Summary: What would happen if a war broke out between the villains and both Marvel and Disney villains were competeing for dominance? Based on the popular YouTube video series of the same name.
1. Dueling Deities

AN: This fanfiction is based on my popular YouTube series, Disney vs Marvel villains. You should check it out. Now, just so you know, this isn't a contest to see which series is better since I love both. This is an ongoing storyline that will treat both series with there due respect.

"WE WERE SO CLOSE!" shouted Hades as he blasted fire all around his throne room.

Pain and Panic hid in the corner, hoping that their master's anger would subside quickly. It was like this with every failed attempt to kill Hercules. Hades would come home, scream for a while, cool down with a hot sulfur bath, and then stay up all night watching wrestling and drinking ambrosia.

"AND WHOSE BRIGHT IDEA WAS IT TO USE A MAN-EATING SQUIRREL?" Hades yelled, addressing Pain and Panic, ready to fry them at any moment.

"But boss, it was _your _bright idea," Pain said. Panic nodded quickly.

This statement infuriated the Lord of the Dead. Just as Hades went to completely fry his two minions, the entire throne room began to shake. Suddenly, the entire wall on the side with door completely caved in. Three Frost Giants stood where the wall once stood.

Hades cracked his knuckles. "Perfect! A chance to vent my frustration."

"I don't think so, Hades," said a voice that was oddly familiar.

From behind the frost giants came Loki, the Norse god of mischief.

"Loki?" Hades asked, "What the heck are you doing here?"

"I'm on a bit of a property venture," Loki replied, "And I've decided that I want the Underworld as my new headquarters."

"Hey, Loki, babe, I'll cut you a deal," the ever opprotunistic Hades replied, "If you can get me a spot as King of Olympus, you can just have this gloom and doom tomb."

"I don't think you quite understand, Hades," Loki replied, "I am going to take the Underworld for my own and there's not a thing you can do to stop it! Frost Giants, ATTACK!"

The ice-covered giants began to run toward Hades. Hades merely rolled his eyes. Loki was attacking him with Frost Giants, him, a FIRE elemental up against giants made of ice! Hades wiggled his index finger and a stream of fire shot out of it and hit the first forst giant. The fire then spread to the other two as the vicious giants collapsed from the pain. Hades turned back to Loki.

"HA! Is that the best you've got?" Hades asked mockingly.

"Not hardly," Loki replied, "Now you shall contend with ME!"

"Loki, go home," Hades told the trickster god, "You're not gonna win against me."

"Oh, but I shall," Loki said, "After all, even Hexxus and Dr. Facilier could beat you!"

At that, Hades rolled his eyes. He was about to reply to Loki's retort but before he could get the words out of his mouth, Loki blasted him into a wall with his purple energy. Hades picked himself up. He was red hot with anger.

"THAT'S IT! NOW I'M MAD!" Hades screamed.

The Lord of the Dead's entire arms became funnels of fire as he blasted Loki. When the blast connected, several odd black dragon flies flew away from where Loki once stood. Hades cooled back down to blue and sat down in his throne. He then used his powers to conjure up a cigar.

"Game. Set. Match," Hades said smugly as he lit the cigar.

However, where Loki once stood, those bizarre black dragon flies were returning. Hades looked at them in confusion.. There must have been thousands of those bugs and all of them were clustering together to form as shape. Hades leaned in closer as the black mass of insects began to morph into Loki. Hades was so furious that he burnt his cigar to ash in a matter of seconds.

Loki then raised his hands and fired another blast of purple energy at Hades, but, this time, the Lord of the Dead was prepared. In a flurry of flames, Hades disappeared before Loki's eyes. This time it was Loki's turn to be surprised.

"Hades!" Loki shouted out, "Where are you?"

"Look behind you," Hades said as he materialized on a ledge behind Loki.

As the God of Mischief turned around to face Hades, Hades nailed him square in the chest with a fire ball, knocking Loki to the ground in pain as a small fire was spreading on Loki's tunic. In a flurry of flames, Hades was standing over Loki. He sneered and kicked the trickster in the side.

"A life lesson, kid," Hades said leaning down to face Loki, "Don't mess with the big dogs!"

With that, Hades snapped his finger and in a wisp of smoke, Loki vanished. Loki found himself reappear on a strange island composed nearly entirely of decaying roots. He looked up to see a river of souls swirling above him.

"NO!" Loki shouted out.

"Music to my ears," Hades said as he listened to Loki's screams from the top of his well of souls.

"Good show, boss," Panic said. Pain nodded vigorously.

Hades turned to them with anger in his eyes.

"Good show?" Hades said to the minons, "I almost just lost my Underworld! And more are likely gonna come to take it from me."

Pain and Panic tried to hide behind one another.

"Boys, hold down the fort," Hades said to his minions, "I've gotta see a witch about a plan."

And with that, Hades disappeared in a flurry of flames, leaving a very puzzled Pain and Panic in charge of the Underworld. Down below the River Styx, Loki sat waiting. Waiting for his contingency plan to show up...


	2. Gypsies in the Palace

"The gypsies are a plague on mankind!" Frollo said, adressing the people of Paris, "They live outside the normal order and they must be stopped! They will rob you of everything you own! They will steal away your children in the night! They will put a black stain on your immortal soul with their witchcraft! As your Minister of Justice, I have been protecting you from the gypsy menance for years. I advise you to select me to continue to be the Minister of Justice. I will continue to eliminate the vermins of Paris and keep you all safe from their black magic."

Doctor Doom turned off his television.

"So that's the game the Frenchman wants to play?" Doom pondered out loud, "Well perhaps a gypsy had better go have a little talk with him..."

Doom was once a gypsy himself with a mother who was in fact also a witch. When Frollo was first named Minister of Justice, Doom's parents fled France and came to Latveria. Now, nearly thirty years later, Doom was the dictator of Latveria. He would stand for no more of Frollo's slander!

Doom walked down to his laboratory and turned on the lights. In a glass case, floated a silver surf-board. Doom had used the data that he had collected from the Silver Surfer long ago to construct an exact replica of the extraterristrial board. Doom pushed a button on his belt and the glass case opened up.

"Frollo," Doom said to himself, "Today shall be your Doomsday!"

Doom then laughed wickedly at the notion.

In Paris, Frollo was holding an execution of a recently convicted gypsy. However, just before Frollo could begin the execution, he heard a noise coming from above. He looked up to see Doctor Doom flying in on the replica of the Surfer's board.

"Doctor Doom!" Frollo spat, furiosly.

"Frollo!" Doom called out, "Your time has come!"

Doom then fired his suits lasers at the tower of Notre Dame. A chuck of the tower fell from above and landed just inches away from Frollo, sending Frollo's hat flying off. Frollo was infuriated. Doom continued to fly through the sky above. Frollo rushed up to a crowd of guards and took the sword of one of the soldiers.

"Come on, you fools," Frollo shouted out, "We have to knock that gypsy menace out of the sky!"

Just as Frollo's soldiers began to rally up to do as Frollo commanded, Doom jumped off from the board and land on the ground in front of Frollo and his soldiers.

"Farewell, Frollo," Doom stated.

Doom, being a master of sorcery as well as technology, waved his hand and the gargoyles of Notre Dame, instead of spewing water, began spewing molten lava. Frollo's soldiers ran away in terror but Frollo himself just stood there, too stunned to speak. He threw his arms up in a futile attempt to sheild himself from the lava. Doom turned and addressed the crowd of panicking people.

"A lesson to be learned here: hatred of the gypsies will earn you your own destruction!" Doom shouted.

He then hopped back upon his board and flew back off to Latveria. As Doom left, the curtain of lava disappeared. Frollo was no where in sight, presumably burned to ashes by the lava.

Far off into space, un-be-knowst to anyone else, the entire episode was being witnessed.

"This has great potential for a new television series!" Mojo said to the creatures around him, "We need more of these type fights. The viewing audiance will eat them up!"

The creatures around Mojo that were apparently his television crew nodded in agreement.

"But we need investors," Mojo thought aloud, "Someone call Evil Emperor Zurg! This seems like something that would be right up his alley."


	3. Championship Rings

Jafar walked into Maleficent's throne room with an impressive looking tome under his arm. Jafar was no big fan of Maleficent, the witch had always been a bit too headstrong for his tastes. However, despite her faults, she was Jafar's quickest route to power. Jafar's hunger for power was extremely strong and he would stop at nothing to get.

"Maleficent," Jafar said, placing the book on the round table Maleficent kept in the center of the room, "I have found something that could be of use to our plans!"

Maleficent sneered. Jafar had not the slightest clue as to what her master plan was. Never the less, Jafar was an expert on the occult and if Jafar said that he had found something of great magical power, she had no reason to doubt him. Jafar opened the book to a page with a diagram of chinese symbols.

"Look here," Jafar said, pointing at the picture, "These symbols tell of ten rings of power that give the wearer unspeakable power!"

"Another myth," Maleficent scoffed.

"Not this time, my dear," Jafar said smirking, "For you see, I was out in town and picked up a newspaper."

Jafar pulled a newspaper out of the folds of his robe. He gestured to the front page of the paper. Maleficent read the headline: _Iron Man Topples Mandarin._

"This Mandarin fellow is wearing those same rings!" Jafar said enthusiastically.

"Then why are you here telling me about it instead of there recovering them?" Maleficent asked sternly.

Jafar was taken back by here statement.

"I will recover them at once, m'lady," Jafar said as he disappeared right before her eyes.

In the Valley of Spirites, the Mandarin was standing before a giant gemstone, firing blasts of energy from his rings at it. He laughed psychotically.

"Soon, Iron Man, very soon, you shall perish at the hands of the MANDARIN!"

Mandarin began to laugh again but was soon interrupted by a strong vibration that shook the entire palace. Mandarin whirled around to see the source of the vibration as a column of lava erupted from behind him. A mist then appeared and cooled the lava tower into solid stone. A cluster of mist began to develop at the top of the tower and the form of Jafar appeared from it.

"Allow me to introduce myself. I am Jafar, the greatest sorcerer the world HAS EVER KNOWN!"

"You must be a very foolish man," the Mandarin said, addressing the intruder, "For soon you shall be nothing but a distant memory."

The Mandarin's rings glowed as he spoke. Jafar then held up his snake staff. The eyes of the staff glowed red and a beam of lightning was fired from it. The blast hit Mandarin square in the chest, knocking the infamous villain backwards.

"Not particularly agile, are you?" Jafar asked mockingly.

"Maybe not," the Mandarin replied, getting up to his feet, "But I am the weilder of a power the likes of which you have never seen!"

Mandarin the fired a blast of green energy from his ring at Jafar. However, Jafar was ready for it and used his staff to hit the beam away from him like a baseball.

"What?" Mandarin asked in disbelief, "How did you repel the energy of my rings?"

"I told you before," Jafar said while laughing, "My magic is beyond your comprehension! Behold it's power!"

Jafar waved his staff and the form of an enormous scorpion appeared between him and Mandarin.

"Your beast is nothing but magic! And with my rings, I can make magic disperse!" Mandaring said as he fired a blast of energy at the scorpion.

Upon being hit by the blast, the scorpion evoporated as if it had been nothing.

"Can you do any better, sorcerer?" Mandarin asked mockingly.

Jafar, at this point, was beyond witty banter. He was going to silence Mandarin once and for all. He could cause things to disperse as well. He fired a scattering spell on Mandarin and soon Mandarin and the ten rings disappeared, scattered across the world by magic.

Jafar made a mental note of where they had been scattered. He would recover the rings later, once Maleficent became convinced that he had failed to recover them. He wasn't going to be her little stoog for much longer. Jafar then turned to the real reason he came to the Valley of Spirites: the immense gemstone. This gem had the power to remold the universe and soon he would use it to remold it into his own image!

Maleficent was watching this all take place via the crystal ball on the top of her staff. When she saw the rings scatter, she turned off the image.

"The blundering fool!" Maleficent shouted, "He has scattered the rings instead of recovering them!"

"Don't cha just hate it when that happens?" said a voice from above her.

Maleficent turned around to see Hades sitting on her throne.

"Hades," Maleficent said angrily, "What do you want?"

"I'm here," Hades said, "Because there's a war a-brewin'."

"A war?" Maleficent pondered.

"Yep an all out war between the villains," Hades said.

"Are you sure?" Maleficent asked.

"Like I'd make this sort of thing up!" Hades responded, "Fights are breaking out everywhere! Loki and I had a little skirmish last night, Frollo was defeated by that Dr. Doom guy this morning, and Jaffie just went toe to toe with the Mandarin. Oh, and another fight is just about to happen."

"Another fight?" Maleficent questioned.

"Yep," Hades said, "Between Kraven the Hunter and Clayton. Hopefully this one will actually have a casualty."

"If a war IS coming, then we shall need an army to keep our plan from being interfiered with," Maleficent thought aloud.

"Why not put Jafar to good use and have him recruit an army and take out possible threats?" Hades asked.

"An excellent idea, Hades," Maleficent said.

The two villains the cackled deviously at the notion of their wicked scheme.


	4. Most Hunted

"Well what did you think?" Mojo asked Zurg as he turned off the monitor that seconds prior had shown a battle between Dr. Doom and Frollo.

"Remotely amusing," Zurg replied.

"Is that all?" Mojo asked, a bit stunned.

"It's all very interesting to watch but I'm not entirely willing to invest money on a show who's next episode is completely up to chance," Zurg added.

"Ah, but that's why we have the probability calculator!" Mojo interjected enthusiastically.

One of Mojo's crew members entered the room.

"Boss, we have indentified five possible fights," the crew member stated, "We're going to stream to you the most probable battle."

"Thanks Bill!" Mojo replied, "Now, Zurg, I-"

"That's EVIL EMPEROR Zurg to you," Zurg interrupted.

"Of course," Mojo corrected himself, "Now, _Evil Emperor _Zurg, I will ask you to please direct your attention to the monitor for a live stream of the next fight."

The monitor buzzed and the image of a jungle came up. Kraven was out hunting. Kraven was an infamous hunter, some dared to say that he was the best that there had ever been. Kraven didn't hunt with guns like the others did, he hunted his prey on brute strength alone. No beast was any match for his hunting prowess.

Suddenly, a bright flare flashed above Kraven, frightening off the prey he had been hunting. Kraven looked around for the source of the flare and spotted it walking towards him: a fellow hunter by the name of Clayton. Clayton walked up to Kraven as he loaded his gun.

"Well, well, well," Clayton said, "If it isn't the jungle man hunter."

Kraven growed at Clayton. The latter of the two cocked his gun.

"Time to put down the beast," Clayton said, preparing to shoot.

Now, Clayton was a fine hunter, but Kraven was inhuman. He quickly lunged towards Clayton and kicked him to the ground before Clayton had a chance to even pull the trigger.

"You call yourself a hunter?" Kraven spat at Clayton, "You hide behind weapons and insults. You are not a true hunter! You do not have the instincts or the strengths!"

"We'll see about that," Clayton said as he slinked back into the shadows.

Clayton then began to climb up a tree. His plan was simple. He would get to the top of the three, take his aim, and shoot Kraven while the fool thought that he was retreating. It was a fine plan... or at least it would have been if it weren't for Kraven's leen sense of smell.

While Clayton climbed his tree, Kraven inhumanly scurried up another tree and watched Clayton. When Clayton got to a sturdy foot holding, he looked down to find Kraven missing. Clayton suddenly became extremely paranoid and began looking around for Kraven. While Clayton's back was turned, Kraven leaped from his tree and kicked Clayton down onto a lower branch and caused Clayton to drop his gun to the forest floor.

Kraven then pulled on a single vine and caused a large quantity on vine to fall on Clayton and wrap around him. Clayton instinctively began to start trying to cut himself free with his knife. Kraven watched as Clayton slowly began to seal his own fate. While one last cut of a vine, Clayton was left with only the one around his neck. He began to fall quickly only to be caught by the vine before he hit the ground.

Lightning illuminated the jungle as Kraven looked on at the figure of a man who had just hung himself. Kraven turned away and walked off.

"There now," Mojo said as he turned off the monitor, "Now you've seen one live! Are you ready to invest."

Zurg sighed, "Oh very well. That was amusing and the Mojovision audiances WILL love it. How much do you need?"

"Ten million unibucks," Mojo replied with a "matter-of-fact" tone.

"_Ten MILLION unibucks?" _Zurg asked, stunned, "That's spaceway robbery!"

"Intergalactic travel is pricey these days," Mojo added.

Zurg groaned.

"Fine."

The almighty Emperor Zurg signed the check for Ten Million Unibucks and handed it to Mojo.


	5. Law of the Ocean

"The quakes have damaged much of the city," Attuma proclaimed to his followers, "Namor's followers will rise up and rid themselves of that pathetic prince. They will beg for someone who can save them! Someone like me, Attuma, leader of the barbarians!"

The barbarians cheered on as their leader spoke. However, unbeknownst to the barbarians, their antics were being observed by two moray eels hidden within the kelp. These two eels were the precious little poopsies of the most feared creature under the sea, Ursula the Sea Witch. And, thanks to a magical link, they were transmitting everything they saw to Ursula.

"Ha! That stupid barbarian's scheme will never work," Ursula said to herself as she watched the barbarians plot, "That fool's track record is almost as bad as, well, mine! On the other tentacle, that earthquake causing machine could be just what I need to put Triton in his place! Perhaps I will pay that old fool a visit..."

Later that night, the barbarians were perparing to cause their biggest quake yet when, suddenly, something began to descend from the surface. Ursula landed with a thud on a rock formation next to the machine.

"Ah, sea witch," Attuma said, his displeasure evident in his voice, "To what do I owe the honor."

"Just hand over the keys to your little machine, barbarian," Ursula said, extending her hands, "And leave the ocean conquering to the professionals."

"Not a chance, squidly!" Attuma shouted, "BARBARIANS! ATTACK!"

A hoard of barbarians armed with swords and harpoons began to swim towards Ursula. Ursula was not phased at all. She spun around in circles, creating an immense cloud of ink.

"What the devil?" called out a barbarian.

"I brought a little surprise," Ursula said as she emerged on top of the cloud of ink, "Namely, poison ink. Take a good deep breath and let the magic work!"

The barbarians began to retreat from the spreading cloud of poison ink.

"Get back here, you fools!" Attuma shouted, "Shoot her!"

The barbarians nodded and aimed their harpoons at Ursula.

"I'm offended!" Ursula shouted, "Did you think me _defenseless?_"

Ursula then waved her hands and a whirl pool began to encircle the barbarians.

"My concotions never fail, so you'd better watch your tail!" Ursula shouted as she threw a spell into the whirlpool.

The whirlpool errupted in logic defying flames and the barbarians were knocked unconscious and scattered around the ocean floor.

"No, you wouldn't want to mess with me!" Ursula said with a chuckle.

Ursula then noticed Attuma running along the catwalk of the earthquake machine.

"This isn't over, sea witch!" Attuma shouted, "I'll bring you down with the strongest earthquake you've ever seen!"

"Ah!" Ursula said, ignoring Attuma's comment, "There you are little barbarian! I've got a spell just for YOU!"

Ursula then threw a ball of magic at Attuma that exploded in a frenzy of lightning. Attuma then fell foward, dead.

"I'd love to stay and chat but I've got things to do," Ursula said to the dead barbarian, "To someone ELSE, that is."

Ursula the turned to walk away only to bump right into Jafar. The sorcerer had a magic bubble of oxygen surrounding him and allowing him to breathe.

"Impressive moves, my dear," Jafar said to Ursula with a smile.

"Go away, you old snake," Ursula snapped back in return, "I'm in no mood for whatever you're cooking up!"

She then began to swim around Jafar.

"Insolent sea witch!" Jafar shouted, "I've come to you with an offer from Maleficent herself!"

Ursula stopped dead in her tracks.

"Maleficent, did you say?" Ursula said, turning around, "Why didn't you say so in the first place? I mean, of course, I'll do whatever she wants!"

"That's better," Jafar said with a smirk.

* * *

><p>Down in the Underworld, Pain and Panic were playing poker with one another in Hades's abscence.<p>

"So where exactly DID Hades go?" Pain asked.

"Probably the Forbidden Mountains," Panic replied, "He and Maleficent have been meeting and scheming for months about making a Hell on Earth."

"So, does that mean that we're gonna be out of business down here?" Pain pondered.

"I'm not sure about all of the legal details," Panic admitted.

* * *

><p>In a Tibetan hospital, two nurses entered with a body.<p>

"Dr. Chang," one of the nurses said, "We found this body up in the mountains. He's still alive but barely."

The body began to stir and opened its glowing yellow eyes.

"I must find my rings!" the body shouted.

* * *

><p>Meanwhile, at the bottom of the River Styx, Loki sat, waiting patiently. Two figures materialized in plumes of green smoke: the Enchantress and Executioner.<p>

"You two are late," Loki spat.

"I still don't see the point of throwing the battle with Hades, my lord," Enchantress replied.

"It's all part of my plan, Enchantress," Loki replied, "Hades is off preparing for war out of paranoia, as I knew he would. And because of this, little skirmishes are going to become acts of war, keeping the villains of Midgard occupied. And since they believe me to be dead, I am free to plan behind the scenes. And, in the wake of this destruction, I shall emerge as the ruler of Midgard!"


	6. Fairest in the Land

The forest was lit was the high noon sun as an old peddler woman hobbled through the woodlands.

"The little me will be away," the old woman muttered to herself gleefully, "And she'll be alone with a _harmless _old peddler woman."

The woman cackled gleefully at the notion. Just then, right before her eyes, a flurry of green flames emerged in the woman's path. The peddler stumbled back in startlement as a sorceress clad in robes of purple and black emerged from the flames.

"Maleficent!" the old hag spat, "I should have known!"

The sorceress turned around to face the hag. She smirked wickedly upon seeing who had spoken.

"Well, well, well," Maleficent began, "What have we here? If it isn't my dear old friend, Queen Grimhilde. Age hasn't been kind to you, has it?"

The old hag scowled.

"This is just a disguise!" Grimhilde spat back angrily, "I need it to get close enough to my target to eliminate her."

Maleficent raised an eyebrow and cackled, "Still trying to do away with Snow White, are you? Well, I suppose the more things change, the more things stay the same. How are you planning on doing it this time?"

"A poisoned apple, of course," the Queen cackled.

"Poisoned apples? Hmph, you never have failed to intrigue me," Maleficent replied, "Are you certain that the girl will fall for this same trick again?"

"She's got no brains in her fool head," the Queen responded, "Trust me, it'll work this time. By the way, why are you here?"

"I was here to pick something up," Maleficent answered somewhat mysteriously, "But now, it seems, that this little endeavor won't be necessary at the moment."

Maleficent then vanished in a flurry of green flames. The Queen scoffed and proceeded on through the woods.

Later, that afternoon, Snow White took a bite from the Queen's apple and fell to the floor in the sleeping death. The apple rolled from Snow White's unconscious hand as the Queen cackled above Snow White's body.

"Now I'LL be fairest in the land!" the Queen exclaimed as she exited the cottage.

She looked around and saw that it had begun to rain. She groaned. The long walk home would be practically unbearable in this weather. She contemplated going back inside and waiting out the storm indoors when suddenly, a figure flew out into the open. He was clad in a green and yellow suit with a lightning motif to it.

The Queen, fearing the bizarre man, immediately began to run into the forest. When she turned around to see if the man was following her, she saw him flying quickly towards her, lightning surging from his body. The Queen quickly shifted directions to loose the pursuer but wound up tangled in a cluster of vines. She speedily untangled herself and began to run as fast as her old aching bones could carry her. She found herself at the base of the mountain. Realizing that she had no choice but to climb it, the Queen began to hobble up the mountain.

She turned around to see her follower flying behind at a steady pace, apparently savoring this moment. The Queen began to proceed forward but soon found herself trapped on the cliff. She looked down to see the follower standing a few feet below her, taunting her with his calmness. In a rage, she took a large broken tree branch and began to dislodge a huge boulder in an attempt to crush her.

The follower, in a flash of light, disappeared from the lower ledge and reappeared floating above the Queen. Before the Queen had time to even notice what had happened, the attacker fired a bolt of lightning at the Queen and sent her tumbling to her doom.

"Father will be most pleased, with me," the attacked said with a laugh as he flew away from the scene of the murder.

Backed at the dwarfs' cottage, Maleficent materialized to recover Snow White. However, much to her surprise, she found that Snow White's body was gone. The sorceress could hardly curb her anger. She used her magic to identify what happened to Snow White and discovered that whoever took Snow White was using magic from the Grimorum Arcanorum...


	7. Weavings of Sorcery

The Executioner plowed through the battalion of Echidna's children. The vicious Greek monsters, while terrifying, ultimately proved to be no match for the Executioner's strength. He and Amora the Enchantress had been sent by Loki to do away Echidna and her family, some of Hades's closest allies, to weaken the forces of the Lord of the Dead. However, the outing proved to be little more than a workout for Executioner as Amora sat on a rock nearby and observed. The Enchantress yawned.

"Skurge, I grow tired of all this combat," Amora stated, "Can you hasten your speed and finish those beasts already so that we may return to Asgard?"

The Executioner nodded and his axe began to glow. He then slammed it into the ground and Echidna and her children istantly became frozen in ice. Enchantress then waved her hand which produced green smoke. The smoke then formed into an orb with Loki's face in the center.

"Hades's beastial friends are no more, my lord," Enchantress announced to the image of Loki.

"Excellent!" Loki replied, "Now I have one further task for you this night."

"What is that, my lord?" Enchantress asked.

"I want you to match your magic against the sorcery of Maleficent," Loki replied, "I need to learn whether or not this witch is a force to fear."

Enchantress looked a bit uneasy in regards to taking on Maleficent but replied with a simple, "Yes, my lord."

In the Forbidden Mountains, Maleficent paced her throne room furiously. Who could have taken Snow White and why? All that she knew was that whoever the culprit was had the Grimorum Arcanorum and had the knowledge of magic to be able to use it.

Just then, a swirling cloud of green smoke materialized in the lower center of Maleficent's throne room and a shadowy sillhouette could be seen in the center. Maleficent whirled around angrily.

"Who goes there?" Maleficent shouted as thunder clapped to enforce her rage.

The smoke began to clear and the figure became more apparently the Enchantress. Maleficent, recognizing the witch turned to her goons and shouted orders.

"Eliminate her!" Maleficent commanded.

The goon drew their bows and arrows and fired a barrage of arrows at the Enchantress.

"You dare to fire upon me?" Enchantress shouted angrily as she fired a bolt of magic that transfigured the arrows into harmless flowers.

The goons then began to throws boulders at her but Enchantress fired another blast of magic, turning the boulders into bubbles. Enchantress then fired one more blast and little bolts of electricity began to swerve around the floor and chased away the goons.

"Fools!" Maleficent shouted as she raised her staff.

Maleficent then hurled a bolt of lightning at Amora but the Enchantress waved her arms and a force field appeared in front of her that deflected the lightning. Maleficent furiously began to hurl more bolts of lightning at Enchantress but she continued to teleport away before any blast could hit her. Diablo, seeing the status of the battle, began to quickly fly away to alert Jafar or Hades but Enchantress waved her hands and Diablo suddenly felt himself become heavy and landed on a ledge because of this new weight. No sooner had he landed and the raven became solid stone.

"No!" Maleficent gasped, "No!"

"Oh? Did I upset you, Maleficent, by turning your bird into stone?" Amora said mockingly.

"You shall pay for such insolence!" Maleficent as she hurled another bolt of lightning at Enchantress.

Amora was not prepared this time for the bolt at was sent flying back the blast.

"Now you shall feel my fury!" Maleficent shouted.

She waved her staff in the air as a massive storm cloud formed over head. Enchantress stood back up and prepared to counter but as soon as she stood up, the storm fired a swirling vortex of lightning straight at her. The blast hit Enchantress and left an immense crater in the throne room with Amora's unconscious body laying in the center of it. Maleficent cackled gleefully at the sight and returned to her chambers for the night.

Executioner entered the room and scooped up his beloved Enchantress with tears in his eyes as he carried her in a portal back to Loki's lair in Asgard. Loki looked at Enchantress's unconscious body.

"A pity," Loki stated, "I had so hoped that Hades's new ally was as incompetent as he is."

Loki waved his hand over Enchantress.

"I know the pain is great, Amora," Loki spoke, "But you are not dead. Do get yourself up."

Enchantress then, as if by magic began to pick herself up and readjusted her tiara.

"I am sorry, my lord," Amora said apologetically, "Her power was too great. I have failed you."

"Which is exactly why I am giving you a chance at redemption," Loki said as he sat upon his throne, "Return to Midgard and build for me an army of mortal villains to aide you in your next attack on Maleficent. And this time, no foul ups!"

Enchantress bowed.

"Your will shall be done, my lord."

* * *

><p>Queen Narissa paced around her botanical gardens in Andalasia, having been observing the war's events using magic. Nathanial was standing on a latter, triming the hedge sculptures of Narissa that the queen kept in courtyard.<p>

"A war is brewing, Nathanial," Narissa proclaimed, "Clayton, Attuma, and Queen Grimhilde have already kicked the bucket."

"You don't think that the war will come to Andalasia, do you?" Nathanial asked timidly.

"Don't be ridiculous, Nathanial," Narissa stated, "We're in an entirely seperate world than they are. However, I do think I shall involve myself. After all, the spoils of winning such a war will be astronomical."

"What are you going to do, my queen?" Nathanial asked.

As Nathaniel finished his sentence, an image appeared in the fountain. It showed a battle between Sa'Luk and Shocker. Shocker, hit Sa'Luk with a nasty uppercut and sent the thief falling blackwards. As Sa'Luk stood up, Shocker nailed him right in the chest with a blast from his gauntlets, knocking Sa'Luk back into a brick wall, the impact of which killing the thief.

"Now THAT'S someone who would be a valuable ally!" Narissa exclaimed.

The Queen then waved her hands and green lightning surged all over her body and turned her queenly outfit into the clothing of a normal New Yorker woman.

"Keep the kingdom in one piece, Nathaniel," Narissa stated, "I'll be gone for a few weeks."

Narissa then dove into the fountain that acted as a portal between Andalasia and New York and arrived in Times Square. She began to walk a couple of blocks looking for Shocker until she bumped into a muscular brown-haired man.

"Oh, pardon me," Narissa said.

She then began to look into his eyes and recognized him as the Shocker character that she had just watched.

"It's alright, ma'am," the maan said as he began to walk off.

"Excuse me," Narissa called back after him, "I hate to be so foward but would you like to have lunch with me."

The man turned around and looked at her oddly.

"Only if I can have your name first," the man replied.

"I'm Narissa Charme," the disguised queen said.

"Herman Schultz," the man replied.

* * *

><p>Jafar entered the large intimidating palace in the lands of the black sands, a kingdom in Arabia ruled by the fearsome sorcerer, Destane. Jafar was always a bit afraid of Destane. The sorcerer was extremely powerful and very intimidating but Maleficent had asked him to recruit allies and Destane liked to hold monthly parties with the greatest sorcerers in the world to show off his marvelous magic. It was the perfect place to find new allies for Maleficent.<p>

He was escorted into the ballroom by several Mamlucks which are zombie like creatures that served as Destane's palace guards. Jafar entered the room to find it full of sorcerers from every corner of the globe. Yzma, Madame Mim, Ayam Aghoul, Khartoum, Merlock, the Archmage, Morgana and Destane himself were all standing around the room. Destane looked over and saw Jafar and began to laugh as he approached Jafar.

"Jafar, ya old snake!" Destane said chuckling, "Long time, no see! What's been keepin' ya?"

"I've been busy serving Maleficent," Jafar said in a monotone and irritated voice.

"Maleficent? The sorceress?" Destane said, maintaining a relatively jolly attitude despite Jafar's apparent irritation, "She always turns down my invitations to these Sorcerer Society mixers."

"Maleficent is a very busy woman," Jafar replied, "And that's actually why I'm here: to recruit sorcerer's for Maleficent's team."

"Please keep all buisness matters until after the party," Destane said wagging his finger, "Let the jolly spirite of celebration be kept amongst the society! I'll have my apprentice bring you a glass of wine. Mozenrath! Bring Jafar out a glass of red wine!"

However, there came no response. Destane's jolly attitude began to dissolve as anger and frustration took its place.

"Wretched boy is probably off playing with that blast eel of his," Destane said to Jafar as he then began to shout, "MOZENRATH! GET IN HERE AT ONCE!"

A young man no older than twenty with pale skin and long black hair ran into the room.

"I'm sorry, sir, I'm sorry," he said apologetically while his voice showed that he was obviously exhausted from running, "I came as fast I could."

Destane backhanded Mozenrath across the face and knocked him to the ground.

"Wretched boy," Destane said angrily at Mozenrath, "If you take one more break off work, I will personally skin that flying fish of yours. Now get back to your job and fetch Jafar a glass of wine. GO!"

Mozenrath wiped a trickle of blood from his nose as he stood up.

"Yes. Master."


	8. Shocking Developments

**AN: There's one slightly "risque" part in this chapter (nothing graphic, just heavily implied). You've been warned.**

"Sykes, I urge you to rethink this," Mace Malone pleaded.

"Nonsense, Mace," Sykes replied, "If I didn't take risks, I'd never be the successful crime boss that I am today. You taught me that when I was just starting out, remember."

"Yes, yes," Mace responded, "But this is a battle you're not going to win!"

"Of course I am, you old stick in the mud," Sykes stated blankly, "Now contact Medusa. Tell her to start stocking up on weaponry. Then call Negaduck and Cruella and tell them to prepare their forces. We go to war with the Kingpin tomorrow!"

* * *

><p>Kingpin sat down on his desk and turned on his computer. He was about to enter into a video conversation with Sykes, a prominent crime lord on the Lower East side of Manhattan. Sykes was reportedly going to join the Kingpin's empire which, to the Kingpin, was a very profitable endeavor. Rumor has it that Sykes was the apprentice of Mace Malone, a prominent gangster in the 1930's that disappeared from the public eye over seventy years ago. Sykes's face appeared on the monitor.<p>

"Ah, Sykes," Kingpin said with a smile, "How nice to see to you."

Sykes took a drag of his cigar and blew out a cloud of smoke before speaking.

"Let's can the formalities, Kingpin," Sykes said straight forwardly, "I'm taking your territory for my own."

"WHAT?" Kingpin shouted enraged.

"You've got twenty four hours to prepare your forces for a gang war," Sykes said as cigar smoke poured out of his mouth.

The computer screen then went black. In frustration, Kingpin grabbed on to a piece of modern art sitting on his death and squeezed it until it was nothing but dust.

"Smythe, get me the Shocker."

* * *

><p>The room was hot. The stench of sweat hung in the air of the tiny apartment. A cell phone rang and prompted one of the bodies on the bed to get up. The man walked to his pants which were laying on the ground and took the cell phone out of the pocket. He answered it.<p>

"Herman Schultz here," the man answered.

There was a pause as the person on the other side of the phone spoke. The other figure on the bed raised her head to see what was going on.

"I see," Herman Schultz replied, "I'll suit up and be right there."

He hung up.

"What is that all about?" Narissa asked.

"My boss needs me over there now," Schultz replied.

"NOW?" Narissa shouted.

"Yes, now," Schultz nodded.

"Can't he wait?" Narissa asked, "We _are _in the middle of something here."

"Sorry, Narissa," Schultz replied as he began to dress himself from the various articles of clothing lying on the ground, "But duty is duty."

He left the room. Narissa hopped up from the bed and dressed herself. She snapped her fingers and her queenly attire once again appeared in place of her street clothes.

"Dating rule number one: NEVER leave a woman in this situation. Especially if that woman is an evil sorceress!"

* * *

><p>Herman Schultz, suited up in his Shocker attire entered Kingpin's office.<p>

"You sent for me, sir," Shocker stated.

"Yes," Kingpin replied, "A crime lord by the name of Sykes is planning on taking my territory in a gang war and is attacking tomorrow night. While I know I can easily defeat him, a gang war is an expensive endeavor and I'd rather avoid it all together."

"And you want me to do away with him?" Shocker asked.

"Precisely," Kingpin stated.

* * *

><p>"Look Medusa, I don't care if it's short notice, we need those weapons in by tomorrow. Do I make myself clear?" Sykes shouted into the phone.<p>

Mace Malone, knowing that Sykes could not be dissuaded at this point, had decided that it was in his best interest to stay the night at the Hotel Cabal, leaving Sykes alone in his warehouse with only Roscoe and DeSoto. Sykes' security camera picked up something shadowy moving on the bridge just outside.

"Roscoe. DeSoto," Sykes called out, "Investigate."

Sykes snapped and the two dobermans ran out onto the bridge. As the dogs ran down the bridge, a blast of energy came out of no where and pulverized Roscoe. Before DeSoto realized what had happened, he too was blasted by the strange blast of energy. Sykes observed all of this on his security camera.

"What the devil?" Sykes asked out loud.

He ran out to his limousine and cranked it up. He would go out on the bridge himself and run down whatever was out there.

Sykes put the pedal to the metal as his car raced out on to the bridge. He could see the shadowy figured on the bridge. As his car drew nearer, his headlights revealed the Shocker standing out there in the middle of the road. Before Sykes really understood what was happened, Shocker fired another blast directly at Sykes's limousine, demolishing the car and pushing it off into the Hudson river.

"Job done," Shocker said to himself with a smile under his mask.

* * *

><p>Nathaniel was trimming the topiaries of Narissa that decorated the castle's botanical garden when, suddenly, Narissa popped out from the fountain which served as a portal between Andalasia and New York City. Nathaniel could tell that she was piping mad.<p>

"I was so close!" Narissa shouted, "I was two seconds away from having complete control over him and then that blasted Kingpin had to get in the way! Well I'll show him to pick his work over me!"

"Who, your majesty?" Nathaniel asked uneasily.

"That Shocker fellow that I went into New York after," Narissa stated, "He left right in the middle of my favorite part."

"But, madame," Nathaniel said with a panic in his voice, "Surely you and he didn't... ah... um... you know."

"Well I'm not sure if it counts if he leaves before it's over," Narissa stated, "But we're getting off topic here. Point is that he left when he had ME! _**ME!**_ Can you even fathom that?"

"No, I can't," Nathaniel said quietly with a hint of sadness in his voice.

* * *

><p>Rain poured down over the cliff, and lightning lashed in the air. Vultures were circling the area, trying to think of a way to get to their long awaited prize. They soon spotted a cloaked figured walking around the base of the peak, looking for something. After several hours of searching, the figure finally found what he was looking for: an immense boulder laying at the foot of the cliff. He wasn't so much interested in the boulder itself, but, rather, in the lifeless body laying crushed under it.<p>

The cloaked figure took out a hand held mirror from the folds of his robe and muttered an incantation. A blue wispy smoke began to billow out from under the boulder and into the mirror. The cloaked figure looked into the mirror.

"It's no permanent solution, but it'll do," he said as he tucked the mirror back into his robe.

The vultures watched as the figure walked away. Only then did they notice that this man had antlers protruding from the top of his head.

* * *

><p>A SHIELD maximum security mobile prison hovered over Kenya. This prison housed some of the most dangerous villains and mutations ever to terrorize the planet. Such inmates of this prison included MODOK, Hypnotia, Abomination, and the Wendigo.<p>

Alarms suddenly began to sound and red lights began to flash as the prison went into lock down.

"All units, red alert," an over head voice said, "The Wendigo has escaped. All units, I repeat, the Wendigo has escaped."

Numerous SHIELD agents tried to subdue the vicious beast, but none were able to and many were left with bite marks on their body. This bite man soon began to transform them into Wendigo-like creatures. There soon became so many of these Wendigos that none of the remaining SHIELD agents could stop the creatures, and, very soon, the entire aerial prison crash-landed in a lake in Kenya. The Wendigo monsters exited the former prison and began to run loose on the plains of Kenya, leaving the other prison inmates alone with no SHIELD agents left to stop their escape.


	9. Seeing Red

The Queen of Hearts strolled out of her castle and into the courtyard to greet her "beloved" subjects. She fanned herself with her heart shaped scepter and smiled at the crowd of cards. Suddenly, some strange figure entered the garden. The queen gasped and glared in the direction of the intruder.

"I am the Red Skull," the intruder stated, "Second in command of the Third Reich. It is my wish to forge an alliance with Wonderland."

The Queen began to walk towards him with a menacing grin on her face.

"I DON'T LIKE SKELETONS!" the Queen shouted, "AND I ESPECIALLY DON'T LIKE RED ONES! OFF WITH HIS HEAD!"

"Madame, I advise you to rethink that decision before I am forced to destroy you," the Red Skull stated blantantly.

"YOU DARE ADVISE ME? OFF WITH YOUR HEAD AGAIN!" the Queen shouted once more.

"Foolish queen," the Red Skull mutter.

The Queen picked up the pink flamingo that she normally used as a croquet mallet and swung it as hard as she could at the Red Skull. The impact knocked even the Skull to the ground. The Queen turned around and merrily began to skip away. However, the Red Skull grabbed the hem of her dress and toppled the queen over, exposing her undergarmets.

"Pathetic old hag," the Red Skull stated.

Several card soldiers began to circle to Queen to hide her underwear but she quickly knocked them down in a rage.

"Somebody's head is going to roll for this!" she shouted, "YOURS!"

Red Skull said nothing but pulled out a pistol from a holster on his belt and aimed it at the Queen. She gasped and covered her mouth.

"Surrender. Now," Skull ordered.

The Queen of Hearts turned around and quickly ran into her topiary. The Skull scoffed at this pathetic attempt to escape him and fired a laser blast from his pistol at the neck of the topiary's head. The head soon began to rock loose and rolled down the topiary and into the maze. The Queen poked her head out of the exposed hole and, exhausted from the battle, waved a white surrender flag in the air before collapsing.

"Listen up," the Red Skull shouted at the card soldiers, "I'm in charge now. Anyone have a problem with that?"

No one spoke up.

"Excellent," the Skull said with a smirk, "Now off with her head. I won't have such a loose canon pestering me any further."

The cards soluted and ran off to behead their former queen. However, one card stayed behind and walked up to the Skull. It proceeded to shapeshift into the form of the Chameleon.

"Ah, Chameleon, my step-son," the Red Skull said with a smile, "I knew I could count on you to deliver me Wonderland's secrets. You are so reliable. Not like your step-brother, Electro."

A man covered in lightning flew through the sky down to them. In fact, he was the same mysterious figure that killed the Evil Queen.

"Speak of the devil," the Red Skull muttered.

Electro landed next to the Red Skull.

"Queen Grimhilde is no more," Electro stated.

"Satisfactory," Red Skull stated.

"I expected her to be a formidable opponent," Electro replied, "But when I got there, I found she was nothing but a feeble old woman that could barely stand up. Which raises the question of why you sent me to kill her in the first place."

"I have my reasons, Electro," Red Skull replied, "Don't worry about them. Just do what I say and don't question it."

Electro's anger was apparently rising at this.

"What?" Electro replied, "And be your little stoog like Chameleon? Oh no, father! I will not be your slave. After all, I out power you a hundred to one!"

Electro fired a blast of lightning at the Skull's back, knocking him down onto the grass.

"And you, Chameleon," Electro said, turning to his step-brother, "You are nothing but a dormat to father. Get out while you still can!"

And, with that, Electro disappeared in a flash of light. Chameleon helped the Skull back to his feet.

"Do not dispair, Chameleon," the Red Skull reassured his son, "The Red Skull anticipates everything."

"How painfully heart breaking," a voice from the shadows said.

"Who goes there?" Red Skull shouted.

Frollo stepped out of the shadows.

"Frollo?" Skull said with surprise, "You survived Doom's attack in Paris. But how?"

"A secret passage way back into the cathedral," Frollo replied, "But that's not why I'm here. I understand that you have a disdain for Dr. Doom as well. I want revenge and I think you would make an invaluable ally."

"And what's in it for me?" the Skull asked.

Frollo tossed him a map.

"Follow this map to the cartoon Wasteland," Frollo explained, "There you will find an army of Nazi soldiers willing to do your bidding. Bring them to Paris and we can plan for Doom's downfall."

With that, Frollo walked off, leaving Red Skull to study the map.

* * *

><p>The night was dark and a tapestry of stars hung over head, illuminating the desert below. A man wearing a tattered brown cloak stood waiting. Soon, a man on horseback rode up to the figure and dismounted. The new arrival was a short man dressed in tattered clothes and with hair like a rtat's nest. It was clear that he was a thief of some sorts.<p>

"You are late," the cloaked man said.

"A thousand apologies, o patient one," the thief apologized.

"You have it then?" the cloaked man responded eagerly.

"I had to slit a few throats," the thief began as he reached into his pocket, "But I got it!"

In his hand, the thief was holding a beautifully decorated ring. The cloaked man extended his green hand out to recieve the ring.

"Ah, ah, ah," the thief said wagging his finger, "First, the treasure you promised."

The ring suddenly began to glow white and heat up, forcing the thief to drop it to the ground. The cloaked man bent over and picked up the ring.

"Trust me, my pungent friend," the cloaked figure said as he slipped the ring on to his pinky finger, "You'll get what's coming to you."

The cloaked figure examined the ring on his hideous green hand. Then, with a smirk barely visible under his hood, the figure fired a blast of energy from the ring at the sand. The sand around the thief suddenly began to rumble. The thief, in a fit of panic, tried desperately to run away, but the sand consumed him before he had the chance to escape.

"One down," the Mandarin said examining his ring,"Nine to go."

* * *

><p>"Grab her!" shouted one of the towns people, "Don't let the vampire get away!"<p>

Miriam flew over the village ahead of the angry mob.

_Foolish humans, _she thought, _As if they could possibly capture me._

The townspeople followed relentlessly, throwing stones and shooting arrows at the vampire queen. However, none hit their mark. The Queen was flying much to quickly for them to keep up and, eventually, Miriam disappeared completely into the distance.

* * *

><p>Lady Tremaine had been watching the vampire chase from her mansion. The vampire, Miriam as the villagers called her, had attacked the kingdom's princess, Cinderella, Lady Tremaine's step daughter. Cinderella was still alive but she was now in the hands of the kingdom's best doctors because of the wounds inflicted upon her by Miriam.<p>

Personally, Tremaine couldn't care less about Cinderella. As far as she was concerned, Cinderella had abandoned the family to live with the prince, so, as far as Tremaine was concerned, she deserved to be attacked. However, Tremaine had no sympathies for the vampire either. After all, vampires were bad news and a horrible liability to have in the kingdom.

Tremaine took her feelings of apathy with her into the piano room. She sat down began to play. Tremaine loved the piano, it was a soothing yet powerful instrument and it suited her. She became lost in her music for a few hours until she finally decided that it was time to retire to bed. As she stood from the piano and turned around, she was surprised to see three oddly dressed women standing on the other side of the room.

"Take heed not to allow your own judgements to blind you to the view of the larger picture," one of the women said.

"For not all allies can be counted as friends," the second added.

"Just as not all opponents can be counted as enemies," the third said.

The three women then disappeared as quickly as they had come. Tremaine rubbed her eyes and reopened them. The women were no where in sight. Was she going crazy? Or were there really three bizarre women in the room with her just now? Tremaine assured herself thatthe long hours at the piano simply made her delirious. After all, she hadn't eaten dinner yet or had any rest since last night and the hungry and tired body can play odd tricks on one's mind.

All the same, Tremaine still felt uneasy about her delusion. What could those women have meant?


End file.
